Terms of Use Agreement

CostCritter.com (this “Website”) is operated by Kendoi Incorporated (“Kendoi”). The use of this Website and the sale of products and services offered on this Website are governed by the terms and conditions set forth below and all other disclaimers, guidelines, policies referenced in this document (collectively, the "Terms of Use Agreement"). Your use of this Website in any manner, whether browsing, activating an account with us or making a purchase, constitutes your acknowledgement that you have read the Terms of Use Agreement and that you agree to follow and be bound by them; if you do not agree to accept these terms, you may not use this Website. We reserve the right, at any time, to modify, alter, or update the terms and conditions of this agreement without prior notice. Modifications shall become effective immediately upon being posted at the CostCritter.com website. Your continued use of CostCritter.com after amendments are posted constitutes an acknowledgement and acceptance of the Terms of Use Agreement and its modifications. Therefore, we recommend that you please read them carefully each time you use this Website.

Account Eligibility

In order to create and maintain an Account and earn cash back rewards, you must:

*  Provide CostCritter with a valid e-mail address and password for Account access

*  Be a U.S. citizen or legal resident, at least 18 years of age

*  Have a valid mailing address (PO Boxes are not accepted)

*  Keep your Account information (name, address, e-mail, etc.) up to date, accurate and secure

*  Comply with all other Account holder obligations set forth herein

By logging into the Website, you represent and warrant that:

(a) you are the customer who registered for the services;

(b) you are using the services only for permitted purposes under this Agreement;

(c) you are not a competitor of CostCritter or agent thereof; and

(d) you will immediately notify us of any unauthorized use of your password or Cash Back Account or any other breach of security.

We reserve the right, in our sole discretion, to reject any application for a Cash Back Account and cancel any existing Account.

Description of Service

The CostCritter.com cash back service provides a simple way for you to accumulate cash rewards to your Account each time you make a Qualifying Purchase (defined below) from one of the participating merchants listed at the CostCritter.com web site.

1. Fees

Creating and maintaining an Account with CostCritter.com is free. There are no membership fees.

2. Making Cash Back Purchases

To accumulate cash back rewards to your Account, you must make a Qualifying Purchase, which requires the following:

*   You must have a valid Account and be in compliance with all Account holder obligations set forth in this Agreement

*  You must be logged in to your Account

*  Cookies must be enabled on your web browser

*  You must click on a "Go to Store" link directly from the CostCritter.com web site and make all purchases during that store visit, without clicking on separate coupon links or opening the store web site in a different web browser. (If you start a purchase, then complete it in a different session, your purchase may not be considered a Qualifying Purchase)

*  The CostCritter Vendor must permit cash back rewards (the cash back amount will always be posted clearly on our site)

*  Items must not be returned or cancelled

*   CostCritter must approve the purchase as a Qualifying Purchase, at our sole discretion (for example, if you make a purchase and we do not receive our sales commission for that purchase because of a CostCritter Vendor tracking failure, third-party software, fraud, or any other issue that is out of our control, we cannot consider the purchase a Qualifying Purchase on which you earn cash back)

3. Calculating Cash Back Amounts on Qualifying Purchases

The amount of Cash back rewards Account holders earn at CostCritter for Qualified Purchases is displayed as a percentage of the net purchase amount for the product involved (total amount paid to the CostCritter Vendor minus tax, shipping and other credits or fees).

4. Viewing Cash Back Purchases in Your Account

When you sign up at CostCritter.com, we create a separate Account at which you can view your cash back purchases and accumulated cash back amounts. Each time you make a Qualifying Purchase, we will list that purchase in your account with the status of "Pending" within approximately 30 days of your purchase. Your purchase will stay in the Pending status for a period of approximately 30 to 60 days from the purchase date to account for product returns, refunds, fraud and other similar factors. Unless there is an issue with a particular order, the pending period should last no more than 60 days. Once this 30 to 60 day pending period expires and we receive our payment for your purchase from the CostCritter Merchant, we will change the cash back purchase status to "Approved," at which point you can request that cash amount from your account as set forth below. Accrued cash back amounts have no value until the amount is approved and the Account holder correctly requests a cash back payment as set forth below.

5. Requesting Cash from your Account

Each time your total amount of Approved cash back in your account exceeds $10, you can request a payment from us for that amount directly from your Account area on our web site. Cash back amounts are paid by check mailed to your valid address. CostCritter will distribute Approved cash back amounts within approximately 10 days of the Account holder request. CostCritter is not responsible for events by an Account holder or third party that prevents the Account holder from receiving their cash back payment. CostCritter reserves the right to make adjustments to an Account holder’s cash back balance for returns, cancellations, fraud, and other similar events at any time in our sole discretion. If an Account holder disagrees with any such adjustment, his/her sole remedy is to discontinue use of CostCritter.com.

Account Holder Responsibilities and Prohibited Activities

As an Account holder at CostCritter.com, you are prohibited from:

*  Using automated tools to interact with and/or collect information from the CostCritter.com site

*  Copying or reproducing derivative works of the CostCritter.com site

*  Bartering, trading or otherwise exchanging cash back Accounts

*  Maintaining more than one CostCritter Account (one Account, per individual)

As an Account holder at CostCritter.com, you are responsible for:

*   Keeping Account information up to date and secure (CostCritter.com will not be responsible for actions of third parties that gain access to your Account information)

*  Reviewing your Account on a regular basis to confirm that all cash back purchases have been properly credited to your Account. If you do not receive proper credit for a purchase, you must provide written notice to CostCritter.com within 30 days of the purchase.After the 30 day period, you waive any right to claim different cash back amounts for the purchase.

*   Complying with any tax liability that may result from CostCritter cash back payments, prizes, or other value provided to you

*  Agreeing to the terms of our Privacy Policy

*  Complying with all federal, state, local and foreign laws, rules, regulations and court orders that are applicable to your use of this web site, and not to use this web site for any purpose that is contrary to any such laws, rules, regulations or orders

Account Termination

Account membership is subject to the terms and conditions in this Agreement. CostCritter reserves the right to terminate your Account and cancel any cash back rewards at any time for any failure to comply with these terms and conditions, any fraud or abuse relating to the cash back rewards, or any misrepresentation you make to CostCritter.com. CostCritter also reserves the right to close any Account that has been inactive for more than 12 months. An Account is deemed inactive if the user has had no purchase activity or store visits for 12 consecutive months. Cash back amounts in inactive Accounts will be returned to CostCritter.com

Account holders may terminate their Account at any time by sending an e-mail or other written notification to CostCritter.com.

Any termination of a CostCritter Account by either party will result in a cancellation of any cash back amounts in the Account.

Account Program Changes

CostCritter reserves the right to cancel the cash back program in whole or in part at any time upon written notice to the e-mail address listed for the Account. In the event the program is cancelled, Account holders will have 90 days from notice to request Approved cash back amounts in their Account. CostCritter will not be responsible for an Account holder’s failure to keep their e-mail address up to date, check their e-mail or other wise take some action that limits their ability to receive notice of cancellation.

Privacy Policy

Kendoi's use of personal information that you may submit through this Website is governed by the CostCritter.com Privacy Policy. Please see Privacy Policy.

Disclaimer of Warranties.

The site is provided by Kendoi on an “as is” and on an “as available” basis. To the fullest extent permitted by applicable law, Kendoi makes no representations or warranties of any kind, express or implied, regarding the use or the results of this web site in terms of its correctness, accuracy, reliability, or otherwise. Kendoi shall have no liability for any interruptions in the use of this Website. Kendoi disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties, therefore the above-referenced exclusion is inapplicable.

Limitation of Liability

KENDOI SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR KENDOI SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THIS WEB SITE OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF KENDOI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS IS INAPPLICABLE.

Indemnification

Member agrees to indemnify and hold Kendoi, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of Member’s use of the Service, the violation of this Agreement, or infringement by Member, or other user of the Service using Member’s computer, of any intellectual property or any other right of any person or entity.

Members Account

All Members of the Service shall receive a password and an account. Members are entirely responsible for any and all activities which occur under their account whether authorized or not authorized. Member agrees to notify Kendoi of any unauthorized use of Member’s account or any other breach of security known or should be known to the Member. Member’s right to use the Service is personal to the Member. Member agrees not to resell or make any commercial use of the Service without the express written consent of Kendoi.

Modifications and Interruption to Service

Kendoi reserves the right to modify or discontinue the Service with or without notice to the Member. Kendoi shall not be liable to Member or any third party should Kendoi exercise its right to modify or discontinue the Service. Member acknowledges and accepts that Kendoi does not guarantee continuous, uninterrupted or secure access to our website and operation of our website may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

Third-Party Sites

Our website may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that we are not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, and we are not responsible therein. We encourage all Members to review said privacy policies of third-parties’ sites.

Disclaimer Regarding Accuracy of Vendor Information

Product specifications and other information have either been provided by the Vendors or collected from publicly available sources. While Kendoi makes every effort to ensure that the information on this website is accurate, we can make no representations or warranties as to the accuracy or reliability of any information provided on this website.

Kendoi makes no warranties or representations whatsoever with regard to any product provided or offered by any Vendor, and you acknowledge that any reliance on representations and warranties provided by any Vendor shall be at your own risk.

Governing Jurisdiction of the Courts

Our website is operated and provided in the State of Illinois. As such, we are subject to the laws of the State of Illinois, and such laws will govern this Terms of Use, without giving effect to any choice of law rules. We make no representation that our website or other services are appropriate, legal or available for use in other locations. Accordingly, if you choose to access our site you agree to do so subject to the internal laws of the State of Illinois.

Compliance with Laws

Member assumes all knowledge of applicable law and is responsible for compliance with any such laws. Member may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. Member further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

Copyright and Trademark Information

All content included or available on this site, including site design, text, graphics, interfaces, and the selection and arrangements thereof is ©2007 CostCritter.com, will all rights reserved, or is the property of Kendoi Incorporated and/or third parties protected by intellectual property rights. Any use of materials on the website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of Kendoi Incorporated is strictly prohibited. Members agree that they will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of Kendoi.

CostCritter™ and CostCritter.com™ are proprietary marks of Kendoi Incorporated. Kendoi’s trademarks may not be used in connection with any product or service that is not provided by Kendoi, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Kendoi.

All other trademarks displayed on Kendoi’s website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those Vendors. In addition, such use of trademarks or links to the web sites of Vendors is not intended to imply, directly or indirectly, that those Vendors endorse or have any affiliation with Kendoi.

Notification of Claimed Copyright Infringement

Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Kendoi designates the following individual as its agent for receipt of notifications of claimed copyright infringement.

By Mail:
Jim Hartmann
CostCritter.com
P.O. Box 1860
Evanston, IL 60204-1860

By Email:
support@costcritter.com

Botnets

Kendoi retains the right, at our sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, Kendoi reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at our discretion.

Other Terms

If any provision of this Terms of Use Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Terms of Use Agreement and any other agreements referenced herein may be assigned by Kendoi, in our sole discretion, to a third party in the event of a merger or acquisition. This Terms of Use Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your participation as a Member. Member agrees that by accepting this Terms of Use Agreement, Member is consenting to the use and disclosure of their personally identifiable information and other practices described in our Privacy Policy Statement.

Effective Date: This Terms of Use Agreement was last updated on 10/20/2007.